Exhibit 4.29


 


EXECUTION COPY


 


 


Date:  23 December 2003


 


 


AMARIN CORPORATION PLC.


 


AND


 


ELAN CORPORATION, PLC.


 


As Trustee


 


 


DEBENTURE AMENDMENT AGREEMENT


 


 


Debenture, 4 August 2003


 

















 


INDEX


 


	
  1.

  	
  DEFINITIONS AND
  INTERPRETATION

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  AMENDMENTS
  TO CHARGE

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  REPRESENTATIONS,
  WARRANTIES AND CERTIFICATE

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  MISCELLANEOUS

  	
   

  



 

















 


THIS DEED is executed and
delivered the 23rd  December 2003


 


BETWEEN:


 


(1)                                AMARIN CORPORATION PLC, a company incorporated in
England and Wales (registered no. 002353920), whose registered office is 7
Curzon Street, London, W1J 5HG, England (“the Company”)


 


(2)                                ELAN CORPORATION, PLC., a public
limited company incorporated in the Republic of Ireland, whose registered
office is at Lincoln House, Lincoln Place, Dublin 2, Ireland, as trustee for
the Secured Parties (“Elan”)


 


RECITALS:


 


(A)                             Elan and the Company are
parties to the Charge, as defined below.


 


(B)                               The Company wishes to further
restructure its relationship with Elan, and accordingly the parties have agreed
to do so upon the terms set out in the Amendment Agreement, the Bridging Loan
Agreement (as defined below) and this Charge Amendment.


 


NOW
IT IS AGREED in
consideration of the mutual promises and undertakings set out herein as
follows:


 


1.                                           DEFINITIONS AND INTERPRETATION


 


1.1.                                   Definitions:


 


In this
Charge Amendment:


 


“Amendment Agreement” shall mean the
amendment agreement between, inter alia, Elan and the Company, of the
same date as this Charge Amendment.


 


“Amendment Date” shall mean 23
December 2003.


 


“Bridging Loan Agreement” shall mean the
bridging loan agreement between Elan Pharmaceuticals, Inc. and the Company of
the same date as this Amendment Agreement.


 


“Charge” shall mean the debenture, being a
fixed and floating charge over the entire assets and business of Amarin, in
favour of Elan as trustee for the Secured Parties (as defined therein), dated 4
August 2003


 


“this Charge Amendment” shall mean this
debenture amendment agreement and shall include the Recitals and Schedules
hereto.


 


“Loan Agreement” shall have the same meaning
as in the Amended and Restated Master Agreement.


 


1

















 


“Zelapar Letter” shall have the same meaning
as in the Amended and Restated Master Agreement.


 


1.2.                                   Other Defined Terms and
Interpretation:


 


Except
as expressly set out in this Amendment Agreement:


 


1.2.1                           all defined terms shall have
the same meaning as in the Charge;


 


1.2.2                           references to clause or
section numbers shall be to those of the Charge; and


 


1.2.3                           this Charge Amendment shall
otherwise be interpreted in the same manner as the Charge.


 


2.                                      AMENDMENTS TO CHARGE


 


The
Charge is hereby amended with effect from the Amendment Date, as follows:


 


2.1.                                   In Clause 1, the definition of
“Amended and Restated Master Agreement” is deleted and replaced by the
following:


 


“ “Amended and Restated Master Agreement”
means the agreement between the Company and the Secured Parties dated the date
hereof amending a Master Agreement dated 27 January 2003, as further
amended by an Amendment Agreement between the Company and the Secured Parties
dated 23 December 2003 (for the avoidance of doubt including the Bridging
Loan Agreement of the same date between Elan Pharmaceuticals, Inc. and the
Company).”


 


2.2.                             At the end of Clause 7.3 (b),
the following words are added:


 


“...(if paid by 31 December 2003) or
$31,500,000 (if thereafter).”


 


2.3.                             Clause 9.4.3 is deleted and
replaced by the following:


 


“9.4.3                        The Company shall not be
obliged to pay into the Proceeds Account a total of more than:


 


(a)                                  $30,000,000 if such sum is
paid into the Proceeds Account on or before 31 December 2003; or


 


(b)                                 $31,500,000 otherwise.”


 


3.                                      REPRESENTATIONS, WARRANTIES AND CERTIFICATE


 


3.1.                             the Company represents and
warrants to Elan that:


 


2

















 


3.1.1                           it has the right, power,
capacity and authority and has taken all action necessary to authorise it to
execute and deliver and to exercise its rights and perform its obligations
under the Amendment Agreement, the Bridging Loan Agreement, this Charge
Amendment, the Zelapar Letter and any ancillary documents pertaining thereto
(together “Transaction Documents”), and its obligations under the
Transaction Documents are valid, legally binding and enforceable according to
their terms, including obtaining all necessary approvals and consents from its
shareholders and any third parties;


 


3.1.2                           there are no agreements
between the Company and any third party that conflict with the Transaction
Documents;


 


3.1.3                           it does not require any
further consents or approvals to consummate the transaction contemplated by the
Transaction Documents including:


 


3.1.3.1                           approval of its shareholders;
or


 


3.1.3.2                           approval of NASDAQ;


 


3.1.4                           as of the date hereof, neither
Amarin nor any of its Affiliates has any indebtedness, secured or unsecured,
outstanding to any third party other than Permitted Indebtedness (as defined in
the Loan Agreement);


 


3.1.5                           as of the date hereof and
after giving effect to Clause 6 of the Amendment Agreement:


 


3.1.5.1                           Amarin is not in breach of any
agreement between itself on the one hand and any Secured Party; and


 


3.1.5.2                           no Event of Default has
occurred as defined in the Loan Agreement;


 


3.1.6                           Amarin is able to pay its
debts as they fall due and no Insolvency Event, as defined in the Amended and
Restated Master Agreement, has occurred.


 


3.1.7                           Amarin is not, to its best
knowledge, having made diligent enquiry, in breach of any obligation under the
Lilly Agreement.


 


4.                                      MISCELLANEOUS


 


The
following provisions of the Charge shall apply to this Charge Amendment mutatis
mutandis: Clauses 20.2, 20.3, 20.4, 20.6, 23, 24, 25, and 28.


 


THIS DEBENTURE AMENDMENT
AGREEMENT
has been signed on behalf of Elan and executed as a deed by the Company and is
delivered by it on the date specified above.


 


3

















 


[Signature Pages: Charge Amendment]


 


	
  EXECUTED and delivered as a Deed by:

  	
  )

  	
   

  
	
  AMARIN CORPORATION, PLC.)

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  acting by:

  	
  Director

  	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  Director /
  Secretary

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED for and on behalf of

  	
   

  	
   

  
	
  ELAN CORPORATION, PLC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: